WILLIAMS SONOMA INC — Director's Dealing 2014

Mar 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2014-03-25

Reporting Person: STANGL SANDRA (PRESIDENT POTTERY BARN BRANDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-25	Common Stock	M	25000	—	Acquired	43918	Direct
2014-03-25	Common Stock	F	10844	$66.31	Disposed	33074	Direct
2014-03-25	Common Stock	S	14156	$66.0741	Disposed	18918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-25	Restricted Stock Units	$	M	25000	Disposed		Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5554	Indirect

Footnotes

F1: Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.

F2: Reflects the weighted average price as the shares were sold in multiple transactions. The per share transaction price ranged from $65.88 to $66.56. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Represents the number of shares held by the reporting person in the Williams-Sonoma, Inc. Stock Fund under the Williams-Sonoma, Inc. 401(k) Plan, based on a statement dated March 25, 2014.

F4: Each restricted stock unit represents a contingent right to receive one share of WSM common stock.

F5: The restricted stock units vested fully on March 25, 2014. Dividend equivalent payments are accrued and paid upon vesting of these shares.

F6: The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.